A woman cups her hands around her eyes and peers curiously in through the window of Boone's Colonial Inn, momentarily dissolving the historical spell cast here. My friend Natalie and I sit by the potbelly stove in the dining room and wonder what to do. Wave? Open the door?

Instead, not quite ready to rejoin the 21st century, we pretend not to notice. She wanders away, and we giggle. Maybe she saw innkeeper Stephen Powell in his tricorn hat and thought we were volunteer actors preparing for Christmas Traditions, St. Charles' holiday fest. It would be a fair mistake. Since we arrived, we've felt like part of the show.

Click ahead to read more about Midwest Living's trip to St. Charles, Missouri. A trip guide is on slides 7 to 10.

Pictured: Guests at Boone's Colonial Inn enjoy a front-row seat to the festivities in St. Charles, Missouri.

History sets the tone in this Missouri River community 25 miles northwest of downtown St. Louis. Lewis and Clark, Daniel Boone, Missouri's first congressmen, westward-bound pioneers--they all walked along St. Charles' Main Street.

Now, between Thanksgiving and Christmas, a cast of 40 strolling characters follow in their footsteps: Father Christmas, Tiny Tim, a frontier Santa in fringed buckskin, carolers in top hats, even a capped gent roasting chestnuts.

Pictured: The Christmas Traditions characters include Santas from around the world.

The Christmas Traditions crew turns out for late-night shopping and a candlelit procession on Wednesdays and Fridays and parades on weekend afternoons. Natalie and I join the throngs on Friday. Kids race to collect baseball-style cards from the characters while a fife and drum corps plays cheerful tunes.

Shop doors jingle as we pop into beautifully preserved 18th- and 19th-century buildings. The prickly perfume of fresh pine mingles with the heady cinnamon scent floating from Grandma's Cookies. We succumb to nostalgia and take a carriage ride, only to discover that brick streets make for quite a bumpy trip. Cocoa sloshing, we laugh hysterically but fall silent when we round the corner to see Main Street stretch before us again, a fairyland of white lights.

Feeling that we've earned ourselves a glass of wine, we head to the Vine restaurant, where Kimberly Staats and her girlfriends warm their toes around an outdoor fire. "It's our annual Christmas walk," she says. "We've been doing it for 11 years at least. We start at Little Hills Winery, then shop, eat and, some years, end up back around the fire at Little Hills." But even a pro like Kimberly pauses when Natalie and I mention we're staying overnight.

"Where?"

"There."

We point to Boone's Colonial Inn across the street, where lemons nestle in wreaths and candles flicker in lanterns. The gals clearly are impressed. I realize that spending the night in town affords me an intimate perspective on St. Charles that most Christmas Traditions visitors don't see.

Housed in a pair of restored 1837 and 1867 shops, Boone's Colonial Inn bed-and-breakfast blends history and luxury with a bit of whimsy appropriate for a town where Jack Frost runs around at night. (After a soak in the whirlpool tub, you can slip into a fluffy robe--or a Colonial-style nightgown.)

When the crowds drift away, Natalie and I climb the stairs to the Thomas Jefferson Suite. We blow out the lanterns on our balcony and gaze out at the dark ribbon of the Missouri River, wondering what St. Charles will be like in the morning.

Even better than at night, it turns out. We wake to caramel French toast served on a table nearly as old as the inn. We imagine we're shopkeepers 200 years ago, tucking into a hot meal before unlocking downstairs. Outside, Main Street is still. No Santas or kettle corn.

Stephen Powell, Boone's innkeeper, takes us to the Borromeo Log Church, a replica of where Lewis and Clark worshipped before their expedition. He clicks the heavy padlock, and we marvel at the humble start to one of history's greatest trips. Later, at the First Missouri State Capitol site, we see where legislators, some illiterate, drafted the state's constitution above a general store. Wavy glass windows overlook evergreen-clad shops.

By lunchtime, the sense of anticipation outside is palpable, like a child's toe-twitching excitement on Christmas Eve. Shopkeepers fuss over bows, and a horse-drawn carriage appears. Checking our watches, Natalie and I wait for the moment when an imaginary fairy waves her wand over this toy village, and the Christmas Traditions characters stroll down Main Street again.

A version of this story appeared in Midwest Living® November/December 2011. Click ahead to read a trip guide on what to do, where to eat and where to stay in St. Charles.

Pictured: Local kids participate in the Lewis and Clark Fife and Drum Corps.

Boone's Colonial Inn and Market (pictured) Three quiet rooms have gas fireplaces and luxe baths. boonescolonialinn.com[42]Country Inn and Suites This chain alternative to St. Charles' B&Bs blends well with historic Main Street. countryinns.com[43]

(A version of this story appeared in Midwest Living® November/December 2011. Prices, dates, and other details are subject to change, so please check specifics before making travel plans.)